Sentences and paragraphs of ADM's Risk Factors and MD&A, 10-K 2026-02-17 against 10-K 2025-02-20.
Each links to the text at sec.gov.
RemovedRisk Factors
The Company had historically disclosed in the footnotes to its financial statements that intersegment sales have been recorded at amounts approximating market. In connection with the Investigation, the Company identified certain intersegment sales that occurred between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments that were not recorded at amounts approximating market. The Company corrected those errors in its fiscal year 2023 Form 10-K, along with subsequently identified errors that the Company corrected in an amendment to its Annual Report on Form 10‑K for the fiscal year ended December 31, 2023 (the “FY2023 10-K/A”), and its Form 10-Qs for the first and second quarters of 2024, all of which were filed on November 18, 2024, to restate the segment disclosures included in those filings.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
As a result of the Investigation, correction of identified errors and related events, the Company has experienced, and may continue to experience, a number of adverse impacts and risks, including, but not limited to:
Read it in 10-K 2025-02-20 at sec.gov ↗
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RemovedRisk Factors
–the three major credit rating agencies have maintained the Company’s credit ratings at investment grade levels with a negative outlook; however, if the ratings are downgraded, the Company’s access to the credit markets and its ability to fund its working capital and capital expenditures may be affected.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
In addition, although the Company has taken certain actions in response to the findings of the Investigation, the Company could take new or different actions in addition to those taken to date if it determines those actions are appropriate. Such actions are uncertain and could have a material adverse impact on the Company’s business and the price of its common stock.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
The Company is subject to ongoing government investigations, and the timing for their resolution and outcome cannot be predicted.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedRisk Factors
As previously disclosed, and as described more fully in Part II. Item 8. Note 20. Legal Proceedings of this report, the Company is under investigation by the United States Securities and Exchange Commission (“SEC”) and the Department of Justice (“DOJ”) relating to, among other things, intersegment sales between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments. The Company cannot predict when the SEC and DOJ investigations will be completed, nor can it predict the results of these investigations with any reasonable degree of certainty. Expenses incurred in connection with these investigations (which include substantial fees of lawyers and other professional advisors and potential obligations to indemnify officers and directors who are parties to these investigations) could adversely affect the Company’s results of operations and liquidity position. The Company may be required to pay material fines, consent to injunctions on future conduct or be subject to other penalties, each of which could have a material adverse effect on its business, results of operations, financial condition and liquidity. These government investigations also may adversely affect the Company’s ability to obtain, and/or increase the cost of obtaining, directors’ and officers’ liability insurance and/or other types of insurance. In addition, the findings and outcomes of the Investigation as well as the government investigations could result in additional litigation or actions taken by third parties against the Company. The effects and results of such other litigation or actions may have a materially adverse effect on the Company’s business, results of operations, financial condition and liquidity.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Company’s strategic transformation is focused on three strategic pillars: Productivity, Innovation, and Culture.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Productivity pillar includes (1) partnering across various global teams including procurement, supply chain, operations, and commercial to optimize costs and improve both production volumes and demand fulfillment across the enterprise; (2) implementation of improved standardized business processes and aggressive management of selling, general, and administrative expenses and Corporate costs; (3) portfolio simplification to improve operational performance; and (4) increased use of technology, data analytics, and automation at production facilities, in offices, and with customers to improve efficiencies and customer service.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Innovation pillar includes expansions and investments in (1) the modernization and digitization of our operations network; (2) sustainability-driven innovation, which encompasses the full range of products, solutions, capabilities, and commitments to serve both customer needs and farmer resilience; and (3) growth initiatives, including organic growth with additional capacity to meet growing market demand and strategic objectives.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Culture pillar focuses on building capabilities and enabling collaboration, teamwork, and agility from process standardization and digitalization, and bringing new perspectives and expertise to the Company’s decision-making.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
ADM plans to support the three pillars with investments in technology, which include expanding digital capabilities and investing further in research and development.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
Sustainability is a key driver in ADM’s expanding portfolio of environmentally responsible, plant-derived products. Consumers today increasingly expect their food and drink to come from sustainable ingredients, produced by companies that share their values, and ADM is continually finding new ways to meet those needs through its portfolio actions.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Company’s significant portfolio actions and announcements during 2024 include the following acquisitions:
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•Revela Foods, a Wisconsin-based developer and manufacturer of innovative dairy flavor ingredients and solutions;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•FDL, a UK-based leading developer and producer of premium flavor and functional ingredient systems;
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
•PT Trouw Nutrition Indonesia, a leading provider of functional and nutritional solutions for livestock farming in Indonesia; and
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
The Company has historically disclosed in the footnotes to its financial statements that intersegment sales have been recorded at amounts approximating market. In connection with the Company’s previously disclosed internal investigation regarding certain accounting practices and procedures with respect to its Nutrition reporting segment, including as related to certain intersegment sales (the “Investigation”) the Company identified certain intersegment sales that occurred between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments that were not recorded at amounts approximating market. The Company corrected those errors in its fiscal year 2023 Form 10-K, along with subsequently identified errors that the Company corrected in an amendment to its Annual Report on Form 10‑K for the fiscal year ended December 31, 2023 (the “FY2023 10-K/A”), and its Form 10-Qs for the first and second quarters of 2024, all of which were filed on November 18, 2024, to restate the segment information disclosure included in those filings.
Read it in 10-K 2025-02-20 at sec.gov ↗
RemovedMD&A
As previously disclosed, the Company is under investigation by the United States Securities and Exchange Commission (“SEC”) and the Department of Justice (“DOJ”) relating to, among other things, intersegment sales between the Company’s Nutrition reporting segment and the Company’s Ag Services and Oilseeds and Carbohydrate Solutions reporting segments. The Company is continuing to cooperate with the SEC and DOJ investigations and is unable to predict the outcome of these investigations.
Read it in 10-K 2025-02-20 at sec.gov ↗